Spider-Man: Great Responsibility
by kocomics
Summary: Peter Parker is getting older, and he knows it. He has saved his home countless times, but with every victory for Spider-Man comes a heavy loss for Peter Parker. With these losses weighing heavily on the man, he attempts to defend the safety he's claimed for the city of New York when an old enemy returns.
1. New Kids and Old Dogs

_Takes place in a slightly different Earth than we're used to in the Marvel Universe. This universe's heroes would have sprung up at the start of the eighties, giving these thirty some odd years for them to work stuff out. _

_My name is Peter Parker, but most people don't know who that is. Most people only know me by the name of my costume, Spider-Man. I had a great power thrust upon me in 1985, when I was only sixteen. An age that I should have been worried about girls, money, and grades, I was worried about mad scientists flattening downtown Manhattan. Although all that other stuff seemed important back then too._

_ I don't need to tell you how I got my powers. You know that. A few weeks later, my Uncle, the man who raised me, was shot in the street by a random criminal, I tracked him down, and for the first time in my life felt evil creep into my heart. However, fear crept into his, and he died before I could choose the moral path of my life. At that point I swore never to kill. _

_My life ever since I have received these powers has been a constant war. I was the youngest of all the heroes when I started and now I'm easily among the oldest. My old friends and allies have all told me I need to give it up, but they don't understand that I can't. One of the greatest men I've ever known once told me, "With great power comes great responsibility."_

"Hello and welcome to the eight o'clock news, I'm Danielle Jones." The brunette anchor on the left always spoke first. "And I'm Darrius Merryweather." The black anchor on the right was a lot younger than her, and Peter hoped that was why he spoke second every broadcast.

"Our reporter Anne Hayashi was filming an interest piece at four thirty this afternoon, in the Goldman Sachs branch in New York. What was meant to be an interview about commercial banking interests in the election of national senators quickly turned into the filming of another battle of your friendly neighborhood Spider-Man. We take you now to the scene, moments before the would be heist."

The feed cut to Hayashi, Peter always liked when she got a segment, she was one of his first hires when he set up the Daily Bugle news network. She was a harsh interviewer, "So please, tell me. You have said several times that your company has had nothing to do with the senatorial elections in two-thousand fourteen, but the recent leaks on WikiLeaks reveal that Goldman Sachs funded nearly half the republican candidates elected. Are you willing to give us an explanation as to how these two facts could both possibly be true?" The camera switched to show a short man in his forties, his toupee almost sliding off his head from perspiration.

"Well-" he began, before a massive force took down the marble wall that could be seen behind him. "Oh my god," Hayashi's voice sounded as the camera zoomed past the now fleeing executive to get a better look at the breach. Darrius' voice came over the feed, "This is when the four perpetrators entered the bank." A woman in full black Kevlar combat gear walked through the hole in the wall. "Their leader was believed to be Angela Donovan, codenamed Tesla, who could manipulate field of electricity."

The leader was followed by a giant shadow, which stepping into the light, looked exactly like the Rhino, because in a way he was. "Providing muscle for the group was Xavier Felix, son of a former member of the now disbanded Hellfire Club, who's believed to have stolen the Rhino suit from a Shield Convoy."

The last two came in together, one male, and one female. Peter sipped his orange juice. These kids couldn't think of a name if it bit them in the ass. "Up next came brother and sister Vito and Maria Castialneto, Shifter and Runner, respectively. Shifter with the ability to move things with his mind, and Runner with the ability to pass through solid objects. The two are believed to be Mutants as well as illegal Italian Immigrants." Danielle took over the voicing, "The group had only been in the bank for about half a minute when Spider-Man showed up, not the best luck for such a green team to go up against the old dog, but good luck for the citizens of New York."

Their audio cut out, and Peter could hear Hayashi say, "Disconnect my mic, we need to get them-" Suddenly the sound of the villains barking orders at the frightened, now huddling witnesses.

Tesla noticed the camera, still rolling. "Xavier, stop the presses." The giant turned and saw the camera and started charging. Peter laughed and took another sip. People at home knew no-one had been killed. They wouldn't have shown footage of the robbery if there was something as sad as that waiting at the end. Still, he just knew they had to be shaking on their couches, unsure of what would happen next. He was sure.

Massive glass shards fell onto the new Rhino, and without his Mech, that could have stopped him. He grunted, and looked up at broken window, then the ceiling, with the camera following his line of sight, finally focusing on Spider-Man hanging from one hand.

There were some clear changes from the hero he used to be. He had been lithe, but now he looked more like Arnold in Commando. His costume was almost all navy, with none of the webbing he'd worn in his younger days. Now the only part which was the famous red was the cowl, which covered all of his face except his eyes and mouth, exposing his trimmed brown beard, though as the camera zoomed in, Peter could make out more gray hairs than he would like.

He dropped from the ceiling as the Rhino bellowed in anger. "Oh don't worry this is a big company, they have window insurance." The rhino threw up a right hook faster than the camera could capture, the only evidence it had been thrown at all being the fact that his fist was held firmly against Spider-Man's forearm. "Kid, you aint no Aleksei." Spider-Man then grabbed the fist with his other hand and spun him, throwing him like a shot put straight at Runner. As his enemy flew, Spider-Man said, "But you might be as dumb."

The Runner didn't have time to move out of the way. She activated her powers, and the Rhino passed through her, and straight toward her brother who managed to stop the hulking mech suit with his mind. The girl made the mistake of going solid as she turned her head to see if her brother was alright, and left herself open to a swift blow to the head. She slumped to the ground, unconscious. "Kitty Pryde would skin your hide if she knew you left yourself open like that girl." Darrius' voice came back in, "We believe Spider-Man refers to Shadowcat, the retired member of the X-Men, current ambassador to Wakanda."

Shifter dropped the Rhino, and threw three large oak desks at Spider-Man. The Web Slinger broke one with a fluid punch, then spun into a kick that shattered a second. The last one he caught with both hands on either side and ripped in half. Danielle broke in, "Ever since his reappearance eight years ago, Spider-Man has shown a degree of Martial Arts ability unseen before his disappearance."

Spider-Man shot two webs onto Shifter's face, and swung him into the heaping mass that was the Rhino, who had been lifting himself from where his ally had dropped him. Both of them didn't look like they were getting up.

Spider-Man turned to look at Tesla, who swung her fist at the air. A light bulb burst in the ceiling, and a ray of blue electricity shot from it down at Spider-Man, who had jumped to the wall to Tesla's left. He then jumped down right behind her. "Have you never heard the phrase, 'My Spider Sense is tingling?'" Tesla slipped while turning to look at him, and started to crawl away.

"So your team got your abilities, or equipment, probably what a week ago? How likely was it that you would meet someone as green as you? You stood no chance if you ran into a Cape who'd been in the game for a year, let alone one of the Vets. So here's the deal. You're going to go to jail. You'll probably get out, you freaks always do. If you stay in New York never put on your costume again." The camera quickly zoomed out, as Spiderman covered the four villains in a few individual webs. "If you do, well, I assume you've heard of the Punishers?" Then, Spider-Man shot a web out of the hole in the wall, and swung out faster than the cameraman could turn to follow.

The footage changed to the anchors at the studio. Darrius smiled into the camera, "One teller at the bank's arm was broken, and a young man suffered a concussion, but no one was seriously injured." Peter turned off his television and stood up, leaving his glass on his glass end table.

He walked from his living room toward the twin's bedroom, but not without stopping to look out of his window at his city. It was the safest it had ever been, and while he wasn't sure how moral his system was, he knew that it was the best way. The first time a villain showed his head, Spider-Man would be the hero to swing in and fight him, providing one of the younger kids didn't step up. He would usually win without much trouble, and then issue a warning. If they continued to put innocent lives in danger, he wouldn't stop one of the more… eccentric 'heroes' from doing what they did. Most often, it was the Punishers, a team of former soldiers trained by Bucky Barnes and Frank Castle, but Spider-Man had recently given the same leeway to a younger hero named Swift, a speedster who was more violent than most of his ilk.

He came into the twin's room, and just looked at the two slumbering boys. After a few moments, he closed their door, and walked over to their younger sister's room. Tonya was much quieter than her older brothers and she slept in her crib almost without moving. Peter smiled, and left the girl to sleep.

Peter slipped into his costume, and then slowly went about putting on his Tuxedo. He needed to be able to present himself, the Owner of the Daily Bugle couldn't look like a kid who was late to his graduation. He was just tying his tie when the door buzzed.

He hurried to the door, "Paul?" The answer came back, "It's me Mr. Parker." Peter pressed the button that opened the door to his hallway, and a few moments later, Paul Sloan walked through his door. He was a young SHIELD agent, who had been assigned to Peter as an assistant. Really he was around to keep tabs on Peter, make sure he didn't leave, or start working outside of the rules Shield tried to give him. It was cute actually.

"Hey Paul. The kids are asleep, there's Pizza in the fridge, and you know the combination to the armory. If you don't mind, I have a very stupid fundraiser to get to with a very pretty date." Paul simply nodded. He was a Harvard Graduate, a Navy Seal, and was on a track to go into space when he took his job at SHIELD. Now he was a babysitter. Peter took the escalator down from his room, it was a long way down, almost eighty floors. As he stepped into the street, he hailed a cab. There was something he liked about taking a cab, people of his social standing rarely did.

The cab driver was from Morocco, and Peter talked with him about what he had been doing since coming to the United States. He tipped well, he always tipped well. Money was something criminals wanted and people like the driver needed. He had enough money, there would never be a reason to hold back.

He walked through a flash of cameras on a blue carpet, which was a nice touch. He had thrown together a fundraiser to pay for the damages done to the city through super powered battles, and while a few celebrities had shown up he didn't think it warranted the red carpet his planning committee always insisted on.

His editor was already two martinis into the evening as she walked up to him. "Mr. Parker, hello, I was beginning to be worried you'd be late. No date tonight?" Peter smiled at her, "She should arrive shortly my ex-wife, we wanted to discuss a few matters with the kids and you know how hard I can be to get a hold of."


	2. The Punishers

_Just for Context, Ben and May, in my opinion should be a lot younger. They should be closer to Richard and Mary's age, plus I think that Ben being killed when he's in say his early fifties would have a deeper meaning, like stopping the Robber when he was younger would be more of a sacrifice. _

"Hey there Tiger." Peter turned, to see the most beautiful woman in his entire world. Mary Jane Parker. She'd kept his name after they were divorced, they both thought it would be easier on the boys that way.

"Hello MJ." Peter kissed her on the cheek as they embraced, they only held each other for a moment before separating. "Shall we get down to it?" she asked. She looked beautiful, she always would, his face showed age, but her was as gorgeous as she had been in youth, simply in a different way. To be cliche, she aged like a fine wine.

The two sat at Peter's table, which was a few feet away from Ben Affleck's. "I want them to go to private school," said Mary Jane. Peter shook his head. They had had this argument a few hundred times on the phone, he wished they could talk about something else.

After about fifteen minutes of argument, Peter's assistant walked onstage. He cleared her throat, and spoke into the microphone, "Ladies and gentlemen, please put your hands together for the man who brought us all together, Peter Parker." Peter rose from his seat, and walked onstage to thunderous applause.

"My name is Peter Parker, and I am the owner of the Daily Bugle Newspaper, Magazine, Website, and News Network. I started my career with this company, as the photographer of Spider-Man. Spider-Man began his career with this city as a dangerous vigilante, as the Daily Bugle reported, however slowly, the costumed man changed his ways, becoming a true hero. He and other heroes have changed New York, creating a peace we have not known since Superhumans first appeared. However, whenever a new villain appears, millions of dollars are at risk in property damage. Previously, the payment has fallen on the people of our great city, but now it is a time for that to change. I ask you, the Wealthy of New York, to please assist in the defense of our city. We who have the means to provide, should not hesitate to do so. For this reason, I am offering up the first donation, Six Million Dollars, to the People's Defense of New York." More applause.

As the odd band they'd hired for the event took the stage and started playing, Peter returned to his table, grabbing a flute of Champagne from a passing waiter. He handed it to MJ, who took a small sip before giving him a dejected look. "If you keep defending Spider-Man people might get suspicious." Peter adjusted his collar, "People knew me as a friend of Spider-Man, it' only natural I would defend him." Peter drank from his glass, it was Ginger Ale. "So, should we have the same discussion for the hundredth time again? Or did you have something else in mind?"

"I want the kids to live with me Peter." Her face had dropped as she said that, the joy she always held in her eyes now gone. "They're safe with me." "No they're not Peter, I have a shield guard on every street corner around my house, and Scott Lang lives across the street. No one will try to get to them."

"God damn it MJ, when you left me, I did everything you could to disconnect you from Spider-Man. All of the old rogues, are gone. No new kid is going to fight me long enough to figure out who I am or who's close to me. They are safe." Mary Jane lifted the strap of her dress to reveal the scar from her heart surgery. 'Was it safe for me Peter?" "MJ-" The music stopped.

"Was it safe for Gwen?" Peter looked at the ground. "Oh my god, Peter I'm so sorry." He slowly lifted his eyes to meet hers, "I'll pack their bags tomorrow. Excuse me," he pushed his chair away from the table. MJ grabbed his arm, "I just don't understand why you feel like you need to keep going-

"No, you don't." Peter lightly pulled his arm out of her grip. "The world needed heroes. New York needed heroes. Everyone around me needed heroes, and I was able to give that to them. A sixteen year old geek, responsible for so many lives that he would ignore his own. I saw my uncle die, my girlfriend die, my friends die, civilians die, my aunt, everyone who was important to me. I waited far too long to marry the love of my life, only to have her infected by a Kree disease, and then ask for a divorce. I am having two of my children taken away. I've resolved myself to a life of hardship, because if I do this, if I am good enough, nobody else has to be. Nobody's going to miss their college graduation, and that's because of me. No one's going to be killed because it will harm their boyfriend's spirit. As long as I'm here, the rest of the good people around me can lead normal and happy lives. That's why I'm Spider-Man." Peter turned and began to walk towards the elevator, "It's not a torch I would pass on, it's too heavy."

"These Cigars are shit." Frank Castle said as he took a moment's breath. Grace gave him an angry look, "If you don't like 'em, you can go out to a gas station at one o'clock in the fuckin' mornin' and try to get some smokes." Castle blew a cloud of smoke in her direction, "When you live to be as old as I am, you can call the shots sweetheart. Why isn't Devin back?"

"The closest open liquor store's ten miles away," said Lee. "Fucking Christ," Castle spat out, his team was keeping trash off the street, and the mayor just kept making it harder for them to feel adequately compensated. Liquor stores were closed on Sundays again, and most of them were closed at the hours best suited for drinking. It was bullshit.

His whole team was there tonight, except Barnes, but Barnes was never there anymore. Himself, Lee, Grace, Devin, and Chantelle, were usually responsible for the city at night, but Parker had wanted to patrol for whatever reason, so tonight they were all at the Punisher's HQ. It was an abandoned Hydra cell, and they had made it impregnable. When Spider-Man had told him he wanted a partnership, Castle had laughed at him. The kid had arrested him twice, and was too much of an idealist for the Punisher to be of use to him. Besides, he was too old to be of use.

Spider-Man had changed however, he told the Punisher that men like him were necessary, and that was the partnership he wanted. He introduced Frank to Bucky Barnes, the former Winter Soldier, and four young marines who couldn't find work now that their time in the army was up. He and Bucky had worked on them for a few months, and now they specialized in killing anyone too stupid to stay down when Parker told them to. They were good at it, Lee had had his arm broken once in a tussle with a cyborg, but other than that they hadn't suffered any serious setbacks.

They were all loudmouth assholes who loved what they did, and it delighted Castle. They needed to be a certain kind of person for what they did, and while they weren't like him, they worked. They looked like a punk rock band when they were in civvies, they all wore black as often as they could, Grace had one side of her head shaved, Devin and Chantelle had piercings anywhere a piercing could be placed, and Lee had a red dagger tattooed over his eyes that made him look a little too much like Cyclops. When a villain heard and saw these obnoxious psychos coming for him, he knew that was it. The door buzzed, and Devin's voice broke in, "Let me in."

Chantelle leaned up to the microphone, "What's the password?" "Fuck you." "No we changed it." "Let me the fuck in you Bitch." "Don't call me a bitch, you piece of shit!" Castle pressed the button on the command panel that opened the door. After a few seconds Devin walked into the room and dropped the grocery bag he was carrying on the table. He pulled an oversized knife from his belt, and staring at Chantelle said, "You want to rethink that piece of shit comment?" Chantelle jumped up, placing her hand on her pistol, tucked into the holster on the side of her left thigh.

Castle didn't turn around, "Devin, quit overcompensating and bring me the Vodka." "Get it yourself you old fuck." Castle spun his chair around, "Chantelle, when you shoot him, just wing him."

"Fine, fine, here." Devin reached into the bag and handed a bottle of Absolut to the former Punisher. "Why thank you Devin. How mature of you to hand it to me without resistance." Grace and Lee laughed, and Chantelle noticeably relaxed.

Castle spun back to his monitor, and looked at the streets of New York. He monitored them every night, and these kids waited to head to wherever he told them was a problem zone. Spider-Man was in Queens, sitting on a roof of small house that seemed insignificant. Whatever, the White-Knight could do what he wanted, nobody was going to do anything as long as they knew he was still alive. As long as the Punishers were alive.

The door buzzed. There was no voice breaking into the room, all the Punishers looked at each other. Chantelle leaned forward and spoke into the microphone, "Hello?" A heavy, violent breath came in, but no words. Chantelle spoke again, "Hello?" A laugh came over the intercom.

Lee stood up, but Castle stood almost at the same time. "No let me go, this perv won't be something I can't handle." Castle lifted his glock from the module, and stuffed it in his waist line. There wasn't much to the HQ, just the armory, and the command room, both connected to the same long hallway that led to the only way in or out. An adamantium door, hidden from plain sight by a fake apartment exit. Castle punched in the code to a module a few inches away from the door, and waited as the door opened. After closing the door again, he walked out into the street, and felt the cold air hit his skin, but saw no one. He walked quickly up and down the street, and wished they hadn't been so cocky to neglect placing a camera on the street.

After two laps, the former Punisher heard gunshots and bellows coming from the HQ. He broke into a run, and stood impatiently as the adamantium door slid open once more. Grace was screaming as the Punisher ran in, and he saw her, dyeing, covered in what looked like black tar. The other three had already died. "Oh fuck."

"_So, right hook huh?" Uncle Ben took a can of beer out of the fridge, and placed it against Peter's left eye. "Yeah," said the Scrawny fifteen year old. "Always hated the right hook, come on, let's go up to the roof." Uncle Ben grabbed another beer out of the fridge, and led Peter up through the house to the attic, opening a sunroof and climbing out of it. The two hung their legs over the edge of the tile, and Ben opened his beer. _

"_Did you ever get beat up Uncle Ben?" Ben laughed, "Of course I did, but by the time I was oh, I don't know, sixteen the beating up stopped, and the fighting started." Peter looked up at the man, "What happened?" Ben laughed as he took a sip of his beer, "I started working out." _

_Peter looked down with his right eye, "Could I start working out?" "Sure Peter, but let me tell you, it takes a lot bigger man to walk away from a fight than to throw the punch." _

_The two sat in silence for a few moments, "Did my dad get into any fights?" Ben took another sip, "Nobody touched Richard, they knew ol' Ben Parker would show up if they caused any trouble. Why don't you give that beer a try?" _

"_I'm underage." "I know kid, but every young man should try a beer at your age." Peter took a sip and twisted his face. "This is gross." Ben laughed, "You'll get a taste for it. You see the label on it?" Peter twisted the can to look at the label, he read aloud, "Reading Beer."_

"_When me and your dad were young men, catting around you know, we used to go down to Riis Park Beach, and they had cans of this stuff for forty cents, and man we used to drink a good twenty of the darned things, I didn't really want to drink quite as much as we did, but your dad need a bit of liquid courage when it came time to talk to the ladies back then. We would go to the beach in the morning, drink and mess around all day, then dance all night with the prettiest girls in New York." _

_Peter looked up at his uncle. Ben was crying. "I ever tell you that's how I met your aunt? She was sitting right under this big banner that said 'Spring 1960.' She must have turned down twenty guys." Peter grinned, Uncle Ben always used twenty in any hyperbole he employed. "She turned me down too, at first." Peter raised his right eyebrow, "What happened?" _

"_Her friend showed up, it was Mary, your-" Ben wiped tears from his eyes, "your mom. Now, Richard sees her, and I can just tell he's in love. It was the first time I ever saw him excited to talk to a girl, most the time he was nervous. He still was a little bit, he just didn't want to talk to her in front of her friend. So I went over to May, and I bent down and I whispered in her ear, 'I think my little brother's fallen over himself for your friend, what do you say you pretend you're gonna dance with me, then you can just stomp on my foot and go stand by the punch bowl for a while?' Well she looked up at me, an' she smiled real big and bright and said, 'I would love to dance with you.' _

_So Rick goes over to Mary as me and May go off to the dance floor, but the song ends almost immediately! So she starts to pull away from me, and the lights got all caught on her eyes, and I felt real small for a few seconds. But then, I realized there was somebody watching out for me, because Somewhere Beyond the Sea by Bobby Darin started Playing. As I let my arms drop off your aunts hips, she picked them right back up and pretended to be mad. She said, 'I love this song, I can pretend to dance with you until it's over.' An' I said okay. We were the last people in the room, still holding each other real close. I had always hated Bobby Darin, but that night, he became my favorite singer. Me and your dad never had to go to Riis Park again. Me and my kid brother had fallen in love on the same night."_

_Uncle Ben's tears made a clinking sound as they fell on his beer can. Peter stared at the large man for a few moments, before throwing his arms around him and saying, "I love you Uncle Ben." Ben Parker grabbed the boy and kissed the top of his head, "I love you too Richard- Peter." _

_For ten minutes they sat like that. Then Uncle Ben said, "Why don't you go to bed Pete. I know you're young, so you can practically stick to walls, but your aunt'd kill me if she knew you were up here. Better not tell her about the beer either." Peter nodded and said, "Goodnight Uncle Ben." "Night Peter," Uncle Ben didn't turn around, "Peter." "Yeah Uncle Ben?" "You're just like him." _

_Peter was reading a sci-fi magazine when Aunt May came home from her Home-Owners meeting. "Ben Parker you are drunk! I don't want to come home every Friday, to find my husband to be-" Peter smiled and turned over as the trombones came in. "Somewhere, beyond the seaaaaaa."_

Peter Parker sat on the roof of the house he grew up in, now wearing his Spider-Man suit. He drank from a can of Reading Beer, he had picked up a six pack before swinging over. He had just finished his second can when a call came into his earpiece, it was Frank Castle, "Spider-Man, the Punishers are dead, and it's him, he's back and-" Castle's words turned into a mind curdling scream. The scream faded and became a laugh, _**"The itsy bitsy spider, down came the rain…" **_The vicious voice stopped and laughed again. _**"I came back for you Spider-Man." **_


	3. Relocation

Shit. Shit shit shit fuckity shit. Spider-Man soared through the nighttime skyline of The Bronx recklessly, barely holding his webs for more than a few seconds before throwing himself at another building. He was making good time, but it wouldn't be enough. They were already dead, he just needed to get there before the police. Why, why did he need to get there before them, what would that do? Frank was dead, and so were four people who probably no longer than ten years ago Peter was protecting.

He dropped onto the street outside the Headquarters, behind a massive crowd huddled around the open door. Peter shouted, "Let me through!" The crowd turned and saw him for the first time, and parted almost immediately. Within moments he was in the monitor room, and he saw it, five bodies covered in blood, black webbing, and even darker black sludge.

He knelt next to the one that must have been Castle, it was closest to the door, and his arm was stuck in a raised position, holding his gun. Spider-Man lifted it from Frank's hands, it was a Glock 19. Peter inspected it, there were three bullets left, Frank had managed twelve shots before he was killed. Peter hurriedly typed a message with Frank's controls which appeared on the monitor, and then turned, exiting the building. The crowd parted once more for their costumed hero, he shot a web at an apartment building, and swung away, still holding Frank's gun.

Paul was watching a rerun of Friends when Peter Parker entered his apartment through the Spider-Route he'd set up on the roof. Paul started to speak, but Peter cut him off, "Call your boss, and tell her to send a convoy, and at least one of her big boys, I'm moving my kids to the Baxter Building." Paul got up and rushed to the door, already pulling out his phone.

Peter woke up the twins first. "Wake up boys, how would you like to spend a few weeks at the Baxter Building?" Ben groaned momentarily, but Daniel shot up, "Is Uncle Franklin going to be there?" "He might be." "Okay!" Daniel was up in a few seconds, dragging one of his bags from his closet and stuffing clothes in it.

Ben rolled over in his bed. "Ben Lucas Parker, get out of that bed and pack your bags, or I'll make you." Ben groaned again, but rolled onto the floor. He pushed himself up and pulled his own bag from the closet.

Peter grabbed a few bags from his room and began filling it with things Tonya would need. He woke the girl up, and carried her to the living room where Danny was sitting already wide awake. Peter sat down next to the boy, and let him turn on the TV as they waited. He picked Courage the Cowardly Dog, one of those shows that came after his time, but before his kids, meaning it was a complete mystery to him.

After a few more minutes, Ben dragged two duffel bags into the living room and slumped onto the couch. The boys both laughed at something Peter didn't even realize was a joke. He must be getting older than he thought. The door buzzed.

Peter jumped up and rushed over to his door panel, punching it, "Yeah?" "Parker this is Maria, we're ready to move." "Good, I'll be down in a few." Peter turned to his kids, "Time to get going."

Carrying Tonya in his arms, Peter and his sons reached the Convoy in two minutes. Maria Hill didn't usually attend matters for solo heroes anymore, which meant she was taking this pretty seriously. Good. Peter placed his kid's bags in the back seat of one of the trucks that had come to transport them, then handed Ben Tonya to hold. "You aint coming with us Dad?" "No son, I **am not.** Now, don't misbehave, either of you, if Mrs. Hill asks you to do something what do you say?" Both boys said, "Yes ma'am." Peter hugged them, "Good, I'll catch up to you guys okay? I've got a few things to handle."

The boys jumped into the truck, and Peter closed the door. He turned to see Maria giving him the look a general would give an AWOL soldier. Peter asked her, "Which big guy did you bring?" "Iron Men, Mach 87 and 103." Peter looked up and saw them, great beams of light emitting from the holes in men who seemed to be made of metal. They were probably just two Shield Agents who managed to answer a few personality questions right, they probably only had a few weeks of basic training with the suit. Still, two of them, that would keep him away.

"Can I borrow your phone?" Hill raised an eyebrow, "Why?" "Our friend has a link to my headset, which is hooked up to my phone. I need to make a call." She pulled out her phone, and Peter punched in a few quick digits. It rang twice, "MJ it's Peter, I'm coming to get you, call Scott, get him over there." There was silence for an eternity, "Okay."

Peter handed the phone back to Maria, "Thanks." He started to head inside, "Mind telling me what the hell we're dealing with here?" He turned, "Venom."

MJ tapped her foot. Scott looked up at her, "Nervous?" MJ sighed and slumped into her favorite leather chair, "Of course I am. I'm not one of you guys, I still get afraid any time I think some freak is coming for me." Scott laughed and set down his WIRED magazine. "I haven't stopped being scared since I was six and I first read about the Red Skull. You live in what was at one point the Supervillain capital of the world, and you've never moved away, you're just as brave as any of us."

"That's crazy." MJ smiled. "What is?" MJ put a hand to her cheek, "You haven't put on a costume for almost thirty years, but you still talk like a super-hero trying to give credit to 'us everyday heroes.'" Scott laughed, "Well, for my sake back when I wore the suit, I'm glad most people aren't as perceptive as you."

"I want to move away Scott. I want to make my kids as safe as I could. Kitty Pryde offered to move us to Wakanda, and I came pretty damn close to accepting the offer, but I just... Have you ever been in a self-destructive person Scott?" Scott shook his head, MJ continued, "You want them to be happy, because it's love, you know? And you don't want to leave them, but eventually you force yourself to put some distance there, but you still have to see them. Every other civilian gets excited when they see Spider-Man, and I just worry about the teenager who tried so hard not to stare at my chest on our first date. He's too old, and he needs to retire, and as long as he doesn't listen, it hurts me and his kids, but I can't leave. I think that would hurt the kids too much." The doorbell rang, and MJ stood, rushing for the door.

She would have to give an explanation to her neighbors for why Spider-Man in full costume had shown up at her door, and then swung her around the city, eventually taking her to the Baxter Building. AS they soared, she asked, "What the hell is going on Peter?" "Venom he's back."

"Venom? Didn't he die on some Shield mission?" Peter shot another web onto a gargoyle, "If you believe the official story. Eddie and the symbiote went missing about thirteen years ago. Something's changed though..." Peter trailed off.

Mary Jane pushed him a little further, "What's changed?" "When I fought him before, even when the symbiote was a part of me, it was always a we. It works with the host, fulfilling subconscious desires, but still just being sort of a tool. It was an I this time."

They flew in silence for a few minutes, "Are you sure the Baxter Building will be safe enough for the kids?" Peter could just barely make out the very same building as he answered the question, "Venom developed to be a threat to me. The Baxter Building has Ben Grimm and Franklin Richards, the kids are safe."

Peter set Mary Jane down on the helipad of the Baxter Building, the two greeted by Susan Richards. She looked very healthy for her age, of course most heroes did, but her hair was only just starting to lose its color. "Hello there Parkers, heard about your friend." Peter was glad she couldn't see his face, "He wasn't much of a friend."

Mary Jane said, "Hey there Susan, are my kids on floor thirty four?" Sue nodded, "I think they're trying to give Ben a work out. You can go down and see them if you want." Mary Jane pulled away from Peter, and for the first time he realized he hadn't let her go. She turned to him before leaving the roof and said, "You better not get yourself killed Pete." "You know how I feel about people calling me Pete." "I know, be careful out there." She disappeared down a flight of concrete stairs.

Susan gave Peter a look he suspected a mother would give and said, "Do you see what happens when a hero stays out there too long?" Peter sighed, "It's different." "Why?" "Frank wasn't in practice, he wasn't ready." Sue raised an eyebrow, "And you?" "Being ready's part of my shtick."

"Regardless, Venom's back, what's your plan? Me and Reed could try and work out some sort of-" "This is my mess, I'm sorry Sue, you and Stretch are the first people I would go to for anything else, but nobody understands him like I do. He wants fear, he wants blood, and then he'll come for me. All I can do for now is cover my losses, then hope I can be quick enough to jump on him when he shows his head. Please tell my boys I'll visit them sometime this week, I've got a few stops to make before the morning." Peter turned and leapt from the building, without hearing whatever Sue had to say. What she did say was, "Still the same kid."

The next morning Mary Jane watched the news while the boys were taking a tour of the lab with Reed and Sue. They showed limited footage of the Punisher HQ after the attack, only one of the bodies, from its size she guessed it was the Punisher. On the console screen was a typed message, reading: "The four smaller bodies belong to Chantelle Evans, Lee Layota, Devin Maxwell, and Grace Gladstone, all of whom should be buried in a military cemetery with the other heroes of their kind. The fifth body belongs to Frank Castle, a man who spent his whole life defending New York in a way most chose not to. He should be buried in the Hank McCoy cemetery with all the other heroes of his kind."


End file.
